Terms of Service
Introduction
These Website Terms and Conditions (these “Terms” or these “Website Terms And Conditions”) contained herein on this webpage, shall govern your use of this website, including all pages within this website (collectively referred to hereinbelow as this “Website”). These Terms apply in full force and effect to your use of this Website and by using this Website, you expressly accept all terms and conditions contained herein in full. You must not use this Website if you have any objection to any of these Website Standard Terms and Conditions.
Intellectual Property Rights
Other than the content you own, which you may have opted to include on this Website, under these Terms, Gerardo Santiago and/or its licensors own all rights to the intellectual property and material contained in this Website, and all such rights are reserved.
You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Website,
Restrictions
You are expressly and emphatically restricted from all of the following:
- publishing any Website material in any media;
- selling, sublicensing, and/or otherwise commercializing any Website material;
- publicly performing and/or showing any Website material;
- using this Website in any way that is, or maybe, damaging to this Website;
- using this Website in any way that impacts user access to this Website;
- using this Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Website, or any person or business entity;
- engaging in any data mining, data harvesting, data extracting, or any other similar activity in relation to this Website, or while using this Website;
- using this Website to engage in any advertising or marketing;
Certain areas of this Website are restricted from access by you and Broken Perception may further restrict access by you to any areas of this Website, at any time, at its sole and absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain the confidentiality of such information.
Project Authorization & Services
The “Services” provided under these Terms and Conditions will be those set forth in any mutually agreed services, Gerardo Santiago quotation (“Quote”), order form, statement of work or other document executed by the Gerardo Santiago, its associations, and Client referencing these Terms and Conditions (each, a “Services Render”). The Services may include (a) creation, implementation, training, or other consultation related to a Broken Perception product or service that Client has received rights to use under a separate agreement, and/or (b) advisory, design, and/or other consulting services related to digital, creativity, marketing, and arts. Each Services Render shall be governed by these Terms and Conditions. Client warrants that the individual executing the Services Render is a duly authorized representative of the Client.
Payment for Services
Services fees are invoiced in full upon receipt of an order, with payment terms of Net 30, except as otherwise specified on the applicable Services Render. The fees specified in the Services are the total fees and charges for the Services and will not be increased during the term of the Services Render except as the parties may agree in writing. The client is responsible for all applicable federal, state, and local sales, use, or other taxes due on the Services rendered hereunder, except for taxes based on Gerardo Santiago’s income. If any change affects the time or cost of performance under the applicable Services Render, an adjustment in the time and/or compensation to be paid thereunder shall be agreed to in writing by the parties before such modification shall be effective. Gerardo Santiago shall be reimbursed for the travel expenses specified in the Services Render if any. If dates Gerardo Santiago is scheduled to be on-site are changed or canceled by Client within fourteen (14) days of the scheduled date, Client shall be assessed a cancellation fee of 3,000 Euro in addition to any travel-related fees and penalties.
Term and Termination
These Terms and Conditions shall remain in effect from the effective date specified in the Services Render through the completion of the Services contemplated in the Services Render. Each service shall become effective on the effective date specified in the applicable Services Effective Date and shall expire on the date that Services are completed thereunder (“Services Completion Date”). Either party may terminate the Services Effective Date upon written notice given to the other party if the other party materially breaches the Services Schedule and fails to cure such breach within thirty (30) days following receipt of the notice describing the breach. Upon termination by Client for Gerardo Santiago’s material breach, Client shall be liable only for payment for the Services rendered through the termination date and shall receive from Gerardo Santiago a pro-rata refund of any unused, prepaid fees for Services.
Access
The client shall provide Gerardo Santiago with access to data, materials, software, and hardware as reasonably required for Gerardo Santiago to perform the Services (“Client Materials”). Client hereby grants Gerardo Santiago a limited right to use such Client Materials solely for the purpose of performing services hereunder. The client represents and warrants that it has all rights necessary in the Client Materials to provide them to Gerardo Santiago for such a purpose. Client shall provide Gerardo Santiago with safe access to Client’s premises as reasonably required for Gerardo Santiago to perform the Services if an onsite performance of Services is needed and agreed to by Client. Gerardo Santiago personnel shall comply with the reasonable written rules and regulations of the Client related to the use of its premises, provided that such written rules and regulations are provided to Gerardo Santiago prior to the commencement of the Services. Gerardo Santiago shall not be responsible for failures or delays in performing Services due to Client’s failure or delay to provide access to Client Materials or Client premises or due to Client-imposed or government-imposed security requirements.
Service Intellectual Property Rights
The client has and will retain the sole and exclusive right, title, and interest in and to all Client Confidential Information, Client Materials, Third-Party Data, and Third-Party Account Information (collectively, “Client Property”), including any and all intellectual property rights therein. Broken Perception has and will retain the sole and exclusive right, title, and interest in and to all Gerardo Santiago Confidential Information, Gerardo Santiago products, Gerardo Santiago service, and all Gerardo Santiago technology, platforms, methodologies, processes, techniques, ideas, concepts, designs, tools, trade secrets and know-how, and any modifications, improvements or derivative works of the foregoing, including any and all intellectual property rights therein, (collectively, “Gerardo Santiago Property”). However, Gerardo Santiago’s ownership rights do not extend to Client Property embedded or incorporated in the foregoing items.
Unless expressly stated otherwise in Services Render, Gerardo Santiago will retain all rights, title, and interest in and to all deliverables, work products, designs, methodologies, processes, techniques, ideas, concepts, designs, tools, trade secrets and know-how, and any modifications, improvements or derivative works of the foregoing resulting from or used in providing the Services of the type described in Section 1(a) above, excluding any and all Client Property, including any and all intellectual property rights therein (“Configuration Services Results”). Upon full and final payment of all fees and expenses owing to Gerardo Santiago under the applicable Services Render, Gerardo Santiago hereby grants to Client the same rights to use the Configuration Services Results as the rights granted to Client under the Gerardo Santiago agreement with respect to Gerardo Santiago software or “software as a service”, ideas or design, creation product to which such Configuration Services Results pertains. Unless expressly stated otherwise in the applicable Services, Gerardo Santiago hereby assigns to Client, upon full and final payment of Fees due hereunder, all right, title, and interest in and to the data delivered or made available to Client as a result of Services of the type described in Section 1(b) above (“Client Data”). Unless expressly stated otherwise in the applicable Services Schedule, Broken Perception will retain all right, title, and interest in and to all deliverables, work products, designs, methodologies, processes, techniques, ideas, concepts, designs, tools, trade secrets, and know-how, and any modifications, improvements or derivative works of the foregoing resulting from or used in providing the Services of the type described in Section 1(b) above, including all intellectual property rights therein (“Digital Marketing Services”), but excluding all Client Property and all Client Data. If applicable, based on the description included in the applicable Services Schedule, upon full and final payment of all fees and expenses owing to Broken Perception under the applicable Services Schedule, Gerardo Santiago hereby grants to Client a non-exclusive, worldwide, non-transferable, royalty-free license to access and use the Digital Marketing Services provided to Client, during the term specified in the applicable Services, for the purpose of accessing and viewing Client Data.
Service Warranty
Provided that Client performs its obligations to Gerardo Santiago under these Terms and Conditions and the applicable Services Render, Gerardo Santiago warrants to Client that the Services performed by Gerardo Santiago will be performed consistent with generally accepted industry practice. Gerardo Santiago’s warranty shall expire 30 days after the applicable Services Completion Date or earlier termination. Gerardo Santiago’s warranty shall only be effective if the Client notifies Gerardo Santiago of the breach of warranty within 30 days after the applicable Services Completion Date. Gerardo Santiago’s sole and exclusive obligation for breach of warranty shall be, at Gerardo Santiago’s option, to (a) use commercially reasonable efforts to perform the Services in a manner that conforms to the warranty, or (b) refund to Client the fees paid by Client to Gerardo Santiago for the nonconforming Services. The remedies set forth in this paragraph are the Client’s exclusive remedies for any breach of warranty.
Your Content
In these Website Standard Terms And Conditions, “Your Content” shall mean any audio, video, text, images, or other material you choose to display on this Website. With respect to Your Content, by displaying it, you grant Gerardo Santiago, and its associations, a non-exclusive, worldwide, irrevocable, royalty-free, sublicensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.
Your Content must be your own and must not be infringing on any third party’s rights. Gerardo Santiago and its associations reserve the right to remove any of Your Content from this Website at any time, and for any reason, without notice.
Passwords and Security
If you are required to complete a registration process to enter a portion of the Site, you will provide us with current, complete, and accurate information as prompted by the applicable registration form. You are entirely responsible for maintaining the confidentiality of your password to any account that you create and are responsible for any and all activities that occur under your account. You agree to notify Gerardo Santiago immediately of any unauthorized use of your account or any other breach of security. Gerardo Santiago will not be liable for any loss that may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for losses incurred by Gerardo Santiago or another party due to someone else using your account or password. You may not use anyone else’s account at any time.
No warranties
This Website is provided “as is,” with all faults, and Gerardo Santiago makes no express or implied representations or warranties, of any kind related to this Website or the materials contained on this Website. Additionally, nothing contained on this Website shall be construed as providing consult or advice to you.
Limitation of Liability
In no event shall Gerardo Santiago, nor any of its officers, associations, directors, and employees, be liable to you for anything arising out of or in any way connected with your use of this Website, whether such liability is under contract, tort, or otherwise, and Gerardo Santiago, including its officers, directors, associations, and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.
Indemnification
You hereby indemnify to the fullest extent Gerardo Santiago from and against any and all liabilities, costs, demands, causes of action, damages, and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.
Severability
If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
Variation of Terms
Gerardo Santiago is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review such Terms on a regular basis to ensure you understand all terms and conditions governing the use of this Website.
Assignment
Gerardo Santiago shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
Entire Agreement
These Terms, including any legal notices and disclaimers contained on this Website, constitute the entire agreement between Broken Perception, its associations, and you in relation to your use of this Website, and supersede all prior agreements and understandings with respect to the same.
Governing Law & Jurisdiction
These Terms will be governed by and construed in accordance with the laws of the State of California, and you submit to the non-exclusive jurisdiction of the state and federal courts located in California for the resolution of any disputes.
Corporate Transaction
We may share information in the event of a corporate transaction (e.g. sale of a substantial part of our business, merger, consolidation, or asset sale). In the event of the above, the transferee or acquiring company will assume the rights and obligations as described in this Privacy Policy.
Export Restrictions/Legal Compliance; International Use
Materials derived or obtained from the website may be subject to U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall (a) obtain any export, re-export, or import authorizations required by the U.S. or your local laws, (b) not use Materials from the Website to design, develop or produce missile, chemical/biological, or nuclear weaponry, and (c) not provide services, content, or direct product from the website to prohibited countries and entities identified in the U.S. export regulations. By choosing to access the Website from any location other than the United States, you accept full responsibility for compliance with all applicable local laws.
Minors
We understand the importance of protecting children’s privacy, especially in an online environment. The Site is not designed for or directed at children. Under no circumstances shall we allow the use of our services by minors without prior consent or authorization by a parent or legal guardian. We do not knowingly collect Personal Information from minors. If a parent or guardian becomes aware that his or her child has provided us with Personal Information without their consent, he or she should contact us at brokenperception@gmx.com.
How to contact us
If you have any general questions about the Site or the information we collect about you and how we use it, you can contact us at gerardsantiago@brokenperception.net or the general email at brokenperception@gmx.com.
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